新三板全面深化改革又迈出一步。1月3日,证监会就《公开募集证券投资基金投资全国中小企业股份转让系统挂牌股票指引》(下称《指引》)公开征求意见。这意味着,公募基金终于可“入市”新三板。

The new three-board comprehensively deepens the reform to take another step. On january 3rd the sfc solicited public views on the guidelines for publicly-raised securities investment funds investing in the national system for the transfer of shares of small and medium-sized enterprises (smes). This means that public funds can finally \"enter the market\" new third board.

  为规范公募基金投资新三板挂牌股票的行为,推动公募基金行业更好服务中小企业融资和发展,证监会起草了《指引》,总共15条,主要内容有六个方面,其中包括规范基金投资范围,仅允许股票基金、债券基金、混合基金投资新三板精选层。

In order to standardize the behavior of the public offering fund investment in the new three-board listed shares and promote the public offering fund industry to better serve the financing and development of small and medium-sized enterprises, the sfc drafted a total of 15 guidelines, including six main contents, including regulating the scope of fund investment, only allowing stock funds, bond funds, mixed funds to invest in the new three-board selection layer.

  事实上,早在2015年,证监会就表示,正在研究制订公募基金投资新三板的相关业务指引,并发文支持封闭式及混合型公募基金投资新三板挂牌证券。2018年6月25日,央行等五部委联合发布《关于进一步深化小微企业金融服务的意见》,也提出推动公募基金等机构投资者进入新三板。

In fact, as early as 2015, the sfc said it was studying the development of business guidelines for public funds to invest in new third boards, and issued papers to support closed and mixed public funds to invest in new third board listed securities. On June 25,2018, the central bank and other five ministries jointly released \"Opinions on Further Deepening the Financial Services of Small and Micro Enterprises,\" and also proposed to push institutional investors such as public offering funds into the new three boards.

  到了2019年10月,证监会宣布启动全面深化新三板改革,其中一项重点改革措施就是引入公募基金等长期资金。2019年12月27日,全国股权公司发布实施首批7件深化新三板改革业务规则,其中《投资者适当性管理办法》规定,《证券期货投资者适当性管理办法》第八条第一款第二项、第三项规定的证券公司资产管理产品、基金管理公司及其子公司产品等机构投资者,可以申请参与挂牌公司股票发行和交易。

By October 2019, the SFC announced the launch of a comprehensive deepening of the new three-board reform, one of the key reform measures is the introduction of public funds and other long-term funds. On December 27,2019, the National Equity Corporation issued and implemented the first batch of seven business rules for deepening the reform of the new three boards, in which the Measures on the Appropriateness of Investors stipulated that institutional investors such as the assets management products of securities companies, the products of fund management companies and their subsidiary companies, as stipulated in Article 8, paragraph 1, item 2 and item 3 of the Measures on the Appropriateness Management of Securities and Futures Investors, could apply for participation in the issuance and trading of listed companies'shares.

  东北证券研究总监付立春表示,证监会明确了股票、债券、混合公募基金可以直接投资于新三板的精选层股票,这可能与以前公募基金等机构的新三板产品不同。公募基金可直接参与新三板精选层的投资,而普通投资者购买新三板公募基金的门槛也会大大降低,意味着个人投资者参与精选层的程度将大幅提高,再加上精选层的个人投资者门槛已经降至100万,新三板精选层的投资流动性得到相当程度的初步保障。未来,包括QFII等机构投资者进入新三板值得期待。

Fu lichun, director of northeast securities research, said the sfc had made clear that stocks, bonds and mixed public offering funds could be directly invested in selected layer stocks of the new three boards, which could be different from the new third board products of institutions such as the previous public offering funds. Public offering funds can directly participate in the investment of the new three-board selection layer, and the threshold for ordinary investors to buy the new three-board public offering fund will be greatly reduced, which means that the degree of individual investors'participation in the selection layer will be greatly increased, plus the threshold of individual investors in the selection layer has been reduced to 1 million, and the investment liquidity of the new three-board selection layer has been reasonably guaranteed. future, including institutional investors such as QFII to enter the new third board is worth looking forward to.

  同样在1月3日,全国股转公司发布实施新三板改革第二批6件业务规则,包括《定向发行规则》《信息披露规则》《挂牌公司治理规则》3件基本业务规则。三件业务规则在2019年11月8日公开征求意见,正式文件与征求意见稿相比有一定修改。

Also on January 3, the National Stock Exchange Corporation issued the implementation of the second batch of six new three-board reform business rules, including the \"targeted issuance rules \",\" Information Disclosure Rules \",\" listed corporate governance rules\" three basic business rules. Three pieces of business rules were publicly solicited on November 8,2019, and the official documents were revised to a certain extent compared to the draft for comments.

  《定向发行规则》借鉴了注册制理念,优化了定向发行审查机制;取消了单次发行新增股东不得超过35人的限制;允许挂牌同时发行,引入自办发行,完善授权发行机制,提高融资效率;允许发行人在完成验资后使用募集资金,降低资金闲置成本。与征求意见稿相比较,正式文件明确了发行人实施定向发行前,不得存在尚未完成的股份回购事项;调整了关联股东在特定情形下回避表决的持股比例要求,对于董事会决议时发行对象未确定的定向发行,将关联股东回避表决的持股比例要求由10%调整为5%;同时为避免歧义,对挂牌同时发行新增股份限售的措辞表述进行了调整。

The 《 Rules on Directed Issuance, drawing on the concept of registration system, have optimized the mechanism of directional issuance review; removed the restriction of no more than 35 new shareholders in a single issue; allowed listing and issuance simultaneously, introduced self-run issuance, improved the mechanism of authorized issuance and improved the efficiency of financing; and allowed issuers to use the funds raised after capital verification to reduce the idle cost of funds. Compared with the draft request for comments, the official document makes clear that there are no outstanding share repurchase items for the issuer prior to the implementation of the targeted issue; adjusts the requirement of the shareholding ratio of the associated shareholders to avoid voting in a specific situation, and adjusts the requirement of 10% to 5% to avoid any ambiguity in the wording of the restricted sale of the additional shares listed at the same time.

  《信息披露规则》对不同市场层级挂牌公司的信息披露要求做出了差异化安排,切实提高挂牌公司信息披露质量。与征求意见稿相比较,正式文件进行了三项调整,包括将业绩快报、预告的更正及致歉比例调整为20%以及降低基础层披露负担,不再鼓励披露季度报告,后续将进一步简化定期报告披露内容。

The 《 Information Disclosure Rules make differentiated arrangements for the information disclosure requirements of listed companies at different market levels, and effectively improve the quality of information disclosure of listed companies. Compared with the draft request for comment, the official document made three adjustments, including a 20 per cent correction and apology ratio for the performance KuaiBao, pre-announces, and a lower disclosure burden at the base level, which would no longer encourage the disclosure of quarterly reports and would further simplify the disclosure of periodic reports.

  《挂牌公司治理规则》结合公众化程度和股权分散度,对精选层、创新层、基础层公司做出了差异化公司治理安排。与征求意见稿相比较,正式文件统一了各层级挂牌公司年度股东大会的召开时间要求,均应当在上一会计年度结束后的6个月内召开;禁止交叉持股,明确挂牌公司控股子公司不得取得挂牌公司的股份;将董事兼任高级管理人员的人数不得超过董事总数二分之一的规定,限定为仅适用于精选层挂牌公司;明确挂牌公司合并报表范围内交易事项豁免按照规定履行审议程序。

《 listed corporate governance rules combined with the degree of publicization and equity dispersion, the selection layer, innovation layer, basic layer of the company made differentiated corporate governance arrangements. Compared with the draft for comments, the official document sets out the time requirements for the annual general meeting of listed companies at all levels, which should be held within six months after the end of the previous fiscal year; prohibits cross-shareholding and makes clear that the holding subsidiary of the listed company shall not acquire the shares of the listed company; limits the number of directors and senior management personnel to more than one-half of the total number of directors to apply only to the selected listed company; and specifies that the exemption for transactions within the scope of the consolidated statements of the listed company performs the deliberation procedure in accordance with the provisions.

  此次改革后,新三板各层级挂牌公司实行差异化信息披露要求和公司治理要求,整体来看对精选层公司要求最为严格。在信息披露方面,基础层公司重点抓好年度报告和半年度报告的披露,内容要求适度简化;创新层公司执行适中标准的披露要求,审计上要求执行关键事项审计准则;精选层公司要求披露季度报告、业绩预告,定期报告披露内容最为详尽,针对送股、资本公积转增股本等特定事项增加半年报的审计要求。

After the reform, the new three-board listed companies at all levels of the implementation of differentiated information disclosure requirements and corporate governance requirements, overall to select layer companies the most stringent requirements. In information disclosure, basic companies focus on the disclosure of annual reports and semi-annual reports, the content of which requires modest simplification; innovation companies implement disclosure requirements for moderate standards, and audit requirements for the implementation of audit standards for key items; select layer companies require disclosure of quarterly reports, performance forecasts, periodic reports disclose the most detailed content, and increase the audit requirements for semi-annual reports on specific matters such as stock delivery, capital stock conversion and equity.

  在公司治理方面,精选层公司召开股东大会应当提供网络投票,股东人数超过200人的创新层、基础层公司在审议需要单独计票的事项时应提供网络投票。精选层公司应采取累计投票、独立董事制度。精选层公司应当在公司章程中规定进行利润分配时,一定比例的现金分红相对于股票股利的优先顺序。另外,三个层级挂牌公司在审议和披露重大交易与关联交易时适用差异化的审议标准。

In the aspect of corporate governance, the selection layer company should provide network voting when holding shareholders'general meeting, the innovation layer with more than 200 shareholders, and the foundation layer company should provide network voting when considering the matters that need to be counted separately. Select layer company should adopt accumulative vote, independent director system. Select layer company should be in the company's articles of association for profit distribution, a certain proportion of cash dividends relative to the stock dividend priority. In addition, three levels of listed companies apply differentiated consideration criteria when considering and disclosing significant transactions and related party transactions.

  四是规范公募基金估值,基金管理人和基金托管人应采用公允估值方法对挂牌股票进行估值。当股票价值存在重大不确定性且面临潜在的大额赎回申请时,可启用侧袋机制。

The fourth is to standardize the valuation of public funds, fund managers and fund custodians should use fair valuation method to value listed stocks. The side pocket mechanism can be enabled when there is significant uncertainty about the value of the stock and the potential large redemption application.

  六是加强投资者适当性管理,要求基金管理人与销售机构做好产品的风险评级、投资者风险承受能力识别和投资者教育等相关工作。(记者顾志娟)

The sixth is to strengthen the appropriate management of investors, requiring fund managers and sales institutions to do a good job of product risk rating, investor risk tolerance identification and investor education and other related work. (Reporter Gu Zhijuan).


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